Smucker wasn’t Hostess’ first option

LENEXA, KAN. — Before the J.M. Smucker Co. swooped in to acquire Hostess Brands, Inc. last month, another publicly traded US packaged goods company was heavily in the mix for the maker of Twinkies, Ding Dongs and HoHos, according to a new filing with the Securities and Exchange Commission.In an Oct. 10 filing with the SEC, Hostess disclosed that on May 16 Andrew P. Callahan, president and chief executive officer, received a phone call from the CEO of a publicly traded US packaged food company expressing interest in beginning discussions with respect to a potential acquisition of Hostess in an all-cash transaction in the range of $31 to $33 per share of Hostess’ common stock, which represented a premium of approximately 18.5% to 26.1% to the closing price of $26.16 on May 15.According to the SEC filing, Mr. Callahan and the Hostess board over the next several days discussed the potential proposal with the company, referred to in the filing as “Party A.” While the board informed management on May 18 that it did not necessarily believe a sale would be in the best interests of Hostess Brands’ stockholders, they agreed that the proposal from Party A merited further evaluation and that Hostess’ management was authorized to engage in preliminary discussions regarding a potential transaction.Over the next several weeks, Hostess would go on to engage financial advisers to analyze strategic options for the company, and discussions with Party A were ongoing. On June 30, Party A provided Hostess with a “non-binding indication of interest to acquire Hostess Brands, Inc.” with a valuation range of $32 to $34 per share and the assumption of all obligations under the Tax Receivable Agreement, the SEC filing noted.In July, numerous discussions and exchanging of information between Hostess and Party A took place, according to the SEC filing. In addition to Hostess sharing nonpublic information with respect to synergies and growth with Party A, the sweet goods maker also allowed representatives of Party A to visit Hostess’ under-construction production facility in Arkadelphia, Ark. Later in the summer, representatives of Party A visited additional Hostess’ sites. On Aug. 2, representatives of Party A reiterated its interest in Hostess, but at a price per share in the range of $32 to $33, which represented a premium of approximately 35.4% to 39.6% to the closing price of $23.64 on Aug. 1. According to the SEC filing, the revised offer reflected concerns regarding anticipated higher-than-expected costs of integrating Hostess’ employees into Party A’s benefit plans and that Hostess’ second-quarter performance was within the lower end of expectations.Following the revised offer, Hostess’ transaction committee on Aug. 6 advised management and financial advisers to reach out to other potential acquirers to gauge interest in a potential transaction. According to the SEC filing, Hostess’ management and its financial advisers over the next several days reached out to three food companies, two of which expressed an interest in exploring a potential transaction.On Aug. 15, Party A provided a new offer of $33 per share, without reduction for amounts payable under the Tax Receivable Agreement. That same day, Mark Smucker, chairman, president and CEO of J.M. Smucker contacted Mr. Callahan requesting a call. Three days later, on Aug. 18, Mr. Smucker told Mr. Callahan he was aware of rumors that Hostess was in discussions about a potential transaction, and that, if true, Smucker would be interested in engaging with Hostess, according to the SEC filing. At that time, Mr. Smucker told Mr. Callahan that Smucker was willing to proceed expeditiously and had the resources to complete an acquisition with no financing contingency.According to the SEC filing, throughout mid- to late- August 2023 and early September 2023, Party A continued to request, and Hostess provided, detailed legal, tax, accounting and financial due diligence information, including meetings with Hostess management regarding this information.On Aug. 22, Smucker signed a confidentiality agreement with Hostess with potentially the same terms as Party A, Party B and Party C. A little over a week later, on Aug. 30, Smucker provided Hostess a confidential, non-binding proposal to acquire all of the outstanding shares in a cash transaction valued at $32 to $33 per share, which represented a premium of approximately 44.3% to 48.8% to the closing price of $22.18 on Aug. 24, the last trading day before press reports of a potential transaction.Over the next few weeks, Party A continued to engage in discussions with Hostess while representatives of Smucker toured Hostess’ facilities and analyzed financials.According to the SEC filing, Party A’s last offer, submitted on Sept. 10, was for $34 per share.Finally, on Sept. 11, Hostess announced it had reached a deal, with its shareholders set to receive $30 in cash and 0.03002 shares of the J.M. Smucker Co. common stock (valued at $4.25 per share on Sept. 8) for each share of Hostess common stock. The purchase price represents a premium of about 54% to the Hostess closing price of $22.18 per share on Aug. 24, the last trading day prior to Reuters reporting a potential sale.



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